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Lock Up Agreement

If you are involved in any capital structure evaluation or recapitalization effort or contemplating buying all same, the 5 page sample of a Lock-up Agreement can assist you in navigating you through this oftentimes perilous process. By reviewing this template to guide your thinking, you'll enhance your comfort level with the standard language necessary for this particular type of transaction. Be prepared, don't go down this road without referring to map of the potential potholes!




THIS AGREEMENT made as of the [date]

AMONG:

   Incorporated ("" or the "Company").

AND:

   Each of those Shareholders which become party to this Agreement by executing the Acknowledgment Agreement in the form accompanying this Lock-up Agreement (the "Shareholders")

   WHEREAS the Company may, prior to the conclusion of its current fiscal year, proceed with certain financing initiatives to attract additional equity to the Company;

   AND WHEREAS the Company and certain principal shareholders of the Company believe that it is in the best interest of the Company and potential third party investors to proceed to lock-up certain outstanding common shares ("Shares") of the Company on the terms more particularly set forth herein;

   NOW THEREFORE in consideration of the premises and covenants set out in this Agreement and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1


DEFINITIONS AND PRINCIPLES OF INTERPRETATION




[continued...]

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